Reptiles Express, LLC & ReptilesExpress.com
Terms & Conditions
v 1.2 ( 5/31/11 )
Terms & Conditions Applicable to Purchasing Shipping Labels
The Terms & Conditions contained herein constitute a contract for the purchase of Value Added Shipping Services and ancillary shipping supplies and materials (collectively the “Services”) from Reptiles Express, LLC & ReptilesExpress.com (collectively the “Seller”) by a registered purchasing party (“Buyer”). These Terms and Conditions constitute the full and complete contractual agreement (“Agreement”) between the Seller and Buyer (the “Parties”). There are no other warranties, oral or written agreements and/or representations or other Terms & Conditions not contained herein, either express or implied, pursuant to the provision of, and use of, the Services by and between the Parties to this Agreement. This Agreement shall become effective immediately upon Seller’s receipt of a fully executed copy of this Agreement by the Buyer, as evidenced by the application of the Buyer’s digital or written signature and date affixed to this Agreement. Buyer’s completion of the on-line “signature” process, typified by the voluntary typing of Buyer’s name where required, is an acknowledgment that the Buyer has read, fully understands and accepts the Terms & Conditions of this Agreement.
In consideration of the covenants and conditions contained herein, the Parties agree as follows:
1. SELLER: Reptiles Express, LLC. & ReptilesExpress.com.
2. BUYER: The individual that executes the Agreement by having provided/applied their digital signature as confirmation of their agreement to abide by the Terms & Conditions and authorizes payment for Services from funds directly under their control.
3. THE PARTIES: Collectively refers to both the Seller and Buyer as defined herein.
4. AGREEMENT: The Terms & Conditions that govern the provision of Services to Buyer by the Seller.
5. SERVICES: Carrier Value Added Shipping Services and ancillary shipping supplies and materials purchased from Reptiles Express, LLC. & ReptilesExpress.com.
6. CARRIER: Any parcel carrier (e.g. FedEx, UPS, etc) whose Services Seller may offer to Buyer.
7. PARCEL: An item shipped through Carrier, with suitable packaging, in accordance with this Agreement.
8. FEDEX: Federal Express, Inc. (a.k.a. FedEx Corporation).
9. UPS: United Parcel Service of America, Inc.
10. THE PACKAGE: A phrase used to describe the Carrier shipping services purchased from Seller by Buyer.
11. DISCOUNT PROPOSAL: Seller’s discounted rates offered to Buyer subject to a rolling 8-week adjustment based upon Buyer’s volume of purchases.
12. RESERVATION: A purchase of Carrier value-added shipping services from Seller.
B. Services Provided
1. Supplies: Ancillary shipping supplies and materials as offered on ReptilesExpress.com at the published rates.
a. Substitutions of Product: Items available on ReptilesExpress.com as displayed are representations of the products offered. Seller reserves the right to continually substitute products from different suppliers; however, the substituted products will be substantially similar to the product description as advertised.
2. Package Services: In exchange for valuable consideration received, Seller agrees to provide the following services relating to shipping the Package as a reseller of Carrier services. The terms of this section are subject to change at Seller’s sole and exclusive discretion:
a. Shipping: Seller is an independent Carrier value-added shipping services reseller. Seller is not a legal subsidiary of Carrier and does not represent or speak, for or on behalf of, Carrier. Seller is not involved in the internal business dealings or practices of Carrier other than as a bulk volume customer of Carrier authorized to resell Carrier services at rates not less than those approved for Seller.
b. Carrier Facilitation: Buyer agrees to allow Seller to facilitate shipping arrangements between Buyer and Carrier, via Carrier pick-up or Carrier drop-box, including but not limited to: (1) allowing Seller to provide Carrier with Buyers address; (2) allowing Seller to provide Carrier with Buyers relevant personal information; (3) allowing Seller to provide Carrier with pickup and delivery times for Buyer; (4) allowing Seller to purchase Carrier shipping on Buyers behalf; and (5) allowing Seller to pay for Carrier shipping services provided to Buyer.
c. Billing: Seller agrees to provide Buyer with detailed Carrier billing analysis, which includes, but is not necessarily limited to, billing manipulation and billing history analysis and review.
d. Returns: When necessary and appropriate, Seller agrees to facilitate returns for Buyer.
e. Discounts: Seller agrees to provide discounted Carrier shipping rates to Buyer, with said rate applied per the conditions set forth in Sellers “Discount Proposal” to Buyer. At Sellers sole discretion, Seller reserves the right to review Buyers discount on a weekly basis, and, based on an eight (8) week rolling average, adjust Buyers discount rate based on Buyers previous eight (8) weeks of billing.
f. Call Service: Seller agrees to provide Buyer with a call service program for Carrier shipping such that if Buyer requires Carrier account service or other pertinent needs relevant to Carrier shipping services, Buyer will contact Seller who will then contact and facilitate communication with Carrier on Buyers behalf. Seller’s call service may assist with, or facilitate, Buyer needs including, but not necessarily limited to, lost parcel issues, damaged parcel issues, refund issues, insurance issues, cancellation issues, delivery issues, driver issues and other relevant Buyer concerns.
g. Special Services-Reptile Shipping: Seller has negotiated a contractual arrangement with Carrier that allows Seller to provide Buyer with the ability to ship non-venomous reptiles via Carrier subject to all Federal, State and local jurisdictional laws, the operational rules of Carrier and the terms of this Agreement. Buyer acknowledges that the Seller is providing a good and valuable service to Buyer and is entitled to just compensation for delivery of such special services.
h. Purchasing: Reservations for Carrier value-added shipping services will be accepted online at all times except for web-site downtime due to scheduled maintenance or system outages. Pick-up of parcels is limited and subject to Carrier terms and conditions, hours of operation which includes Carrier closures for the evening, weekends and holidays. Buyers are required to order their shipping through Seller in order to receive the discounts and other benefits defined in the Agreement. Reservations made directly through Carrier are outside of this Agreement and Reptiles Express LLC & ReptilesExpress.com will not be responsible for any portion of the shipping, billing, tracking or customer support associated with that specific Parcel.
i. Reservation Procedure: Buyer will make Reservations for Carrier value-added shipping services by ordering said service and completing payment through Seller’s website.
j. Payment Terms: Upon completion of the Reservation Procedure, Buyer’s payment, via credit card, will be processed by Seller per the terms defined in the Discount Proposal and subject to applicable state and local taxes.
k. Product Pickup: After purchasing The Package from Seller, the website will inform Buyer of the proper Carrier pickup times, pickup windows and locations. Buyer’s signature to this Agreement obligates Buyer to these conditions without recourse.
l. Service Fees: There are no service fees. Seller, as a reseller of Carrier value-added shipping services, at all times, will make best efforts to provide discounted Carrier shipping rates to Buyer.
m. Cancellation/Refund Policy: Buyer may cancel or void Reservations, but said cancellation or voidance is subject to a discretionary $4.95 service charge by Seller.
n. Rate Adjustment: Rates are subject to discretionary review and adjustment for reasons including, but not necessarily limited to: i) Buyer providing the wrong address(es); (ii) Buyer improperly packaging a parcel(s); and (iii) Buyer’s failure to comply with Carrier and/or Sellers terms and conditions.
o. No Right of Assignment: Buyer shall not be entitled to assign Buyer’s interest in The Package to a third party.
p. Duration: The terms of this contract shall be seven (7) days commencing on 12:01 AM of the first Sunday after receipt of application and acceptance by Seller and shall automatically renew on a weekly basis.
q. Cancellation: Buyer may terminate their relationship with Seller for any reason, however, Buyer must provide written notification of such cancellation and pay all debts owing to Seller. Seller may cancel this Agreement at any time and for any reason.
3. Seller’s Reservation of Rights: Seller reserves the right, at any time, to change, postpone or abandon any part or all of The Package and to adjust or change the terms or conditions when reasonable, advisable or necessary. In the case of such change, Seller will not be responsible for any losses or expenses incurred or caused by reason of such change, postponement or abandonment. Buyer acknowledges that unforeseen circumstances may arise which may lead to the cancellation of certain terms or conditions.
C. Prohibited Practices
1. Seller has a zero tolerance policy for violations of the Prohibited Practices itemized in this section of the Agreement. Any violation of Prohibited Practices other than Improper Packaging will result in the cancellation of any Reservation provided under The Package services of this Agreement, including, but not limited to, revocation of shipping privileges and termination of Reservations. A violation of the Improper Packaging provision of this section will result in the imposition of an additional fee plus any additional Carrier charges that if not paid by Buyer will result in the cancellation of any Reservation provided under The Package services of this Agreement, including, but not limited to, revocation of shipping privileges and termination of Reservations. Seller will not be responsible for direct, consequential or indirect losses and/or damages incurred as a result of cancellation of Reservations and services provided as part of The Package(s).
a. Controlled Substances: Buyer shall not use the Services provided under this Agreement to transport any controlled substance as defined by the US Drug Enforcement Agency, state or other law enforcement agency; or use the Services to aid and abet the illegal use, possession, purchase or distribution of any controlled substances.
b. Hazardous Materials: Buyer shall not use the Services provided under this Agreement to transport any hazardous materials as defined by the US Dept. of Homeland Security or other federal Agency, state or other law enforcement agency; or use the Services to aid and abet the illegal use, possession, purchase or distribution of any hazardous materials.
c. Venomous or Dangerous Reptiles or Animals: Buyer shall not use the Services provided under this Agreement to transport any venomous or dangerous reptiles or animals as defined by the US Dept. of the Interior or other federal Agency, state or other law enforcement agency; or use the Services to aid and abet the illegal use, possession, purchase or distribution of any venomous or dangerous reptiles or animals.
d. Discrimination Against Protected Classes: Buyer shall not use or deny the use of the Services provided under this Agreement in any manner that discriminates against any person, group of persons or protected classes in any manner that violates the US Constitution.
e. Improper Packaging: Buyer shall assume all responsibility for insuring that products or content to be transported through the use of the Services has been properly packaged in accordance with the Seller’s Shipping Standards as provided on the “Submit Order” section of the “Order Summary” page of the Seller’s website. If Carrier determines a shipment is improperly packaged resulting in Carrier contacting the Seller to take remedial action, the Seller will charge Buyer a fee of $200 plus any additional shipping fees assessed by Carrier.
f. Shipping Method Restrictions: Buyer agrees to ship all Live Animals by one of Carrier's OVERNIGHT service levels. Ground and 2nd Day shipping are available for NON-LIVE ITEMS ONLY. Shipment of live items via Ground or 2nd Day service will result in immediate termination of Buyer's membership and all privileges granted thereby.
D. Indemnification and Waiver
1. Personal Responsibility: Buyer agrees to indemnify and hold harmless the Seller for any and all actions of Carrier, its employees or representatives, including, but not limited to, actions by delivery personnel employed by or contracted by Carrier, in the provision of the Services and to reimburse Seller for any legal costs necessary to defend Seller from any legal action brought against Seller resulting from legal actions between Buyer and Carrier.
2. Commencement of Action: In the event legal action is commenced between Carrier and the Buyer by either party regardless of cause, Buyer agrees to indemnify and hold harmless the Seller for any and all liability or expenses and to reimburse Seller for any legal costs necessary to defend Seller from any legal action brought against Seller resulting from legal actions between Carrier and Buyer.
3. Buyers Assumption of Risk: Buyer accepts the inherent risks associated with shipping live animals or reptiles. Buyer agrees that neither Carrier nor Seller guarantees the live arrival of animals or reptiles delivered via Carrier. Buyer agrees to indemnify and hold harmless the Seller for any and all liability and to reimburse Seller for any legal costs necessary to defend Seller from any legal action brought against Seller resulting from a failure to successfully receive or deliver live animals or reptiles as a direct result of the Buyer utilizing the Services for transportation.
4. Buyer’s Additional Release of Liability. Buyer voluntarily and knowingly assumes all risks associated with the use of the Services and agrees to indemnify and hold harmless the Seller for any and all liability or expenses and to reimburse Seller for any legal costs necessary to defend Seller from any legal action brought against Seller for any of the following situations:
a. Damage to Buyer’s parcels resulting from the use of the Services for shipping;
b. Financial loss due to any errors or omissions regarding credit card or payment transactions:
c. Financial loss due to Buyer’s or Seller’s cancellation or non-compliance with Carrier terms and conditions, and;
d. Legal or other actions resulting from, or taken by, Buyer, Seller, or Carrier in relation to Buyer’s purchase of The Package.
5. Buyer’s Waiver of Right to Sue: Buyer agrees to not bring suit in law or in equity against Seller, any of its officers, directors, stockholders, employees, agents, affiliates, or any other person or entity on grounds, including but not limited to, libel, slander, invasion of privacy, personal injury, death, negligence, Carrier error, property damage or attorney’s fees which may occur at any location or as a result of their purchase of The Package. Buyer agrees that this release shall be binding upon Buyer, Buyer’s heirs, next of kin, executor(s) and personal representative(s).
E. No Revocation of Acceptance
1. The Buyer, after signing this Agreement shall have no right to revoke such acceptance for any reason and all Services provided to Buyer will be governed by these terms and conditions.
F. Alternative Performance by Seller
1. Alternative Performance Available: In the case where, without fault of either party, the agreed manner of performance for delivery of Services to Buyer becomes commercially impracticable, impossible or otherwise difficult to perform, including, but not limited to, instances such as: (1) the business failure or other loss of all or part of the Carrier services, (2) force majeure, (3) loss of use of any portion of the ReptilesExpress.com web-hosting services including the underlying backbone networks (Internet), (4) condemnation, closure or irreparable damage to facilities relevant to this Agreement, the parties agree that Seller may, at Seller’s sole discretion, provide a commercially reasonable/substantially similar alternative manner of performance if available, and that if the alternative performance is implemented, it is covered by all the terms of this Agreement.
2. Alternative Performance Not Available: In the case where, without fault of either party, the agreed manner of performance for delivery of Services to Buyer becomes commercially impracticable, impossible or otherwise difficult to perform including, but not limited to instances such as: (1) the business failure or other loss of all or part of Carrier services, (2) force majeure, (3) loss of use of any portion of the ReptilesExpress.com web-hosting services including the underlying backbone networks (Internet), (4) condemnation, closure or irreparable damage to facilities relevant to this Agreement, the parties agree that, should Seller be unable to provide reasonable/substantially similar alternative performance, the Parties agree to mutually terminate this Agreement and Buyer agrees to release Seller from any and all liability resulting from the cessation of Services under this Agreement.
G. Breach of Agreement
1. Breach by Buyer: Buyer shall be considered in breach of his or her obligations under this Agreement if any of the following circumstances occur which include, but are not limited to, when:
a. Buyer wrongfully rejects the services provided without just cause; or
b. Buyer wrongfully attempts to reject or revoke acceptance of any part of the Agreement; or
c. Buyer repudiates any transaction for Services in progress; or
d. Buyer fails to make a payment due; or
e. Buyer violates the Terms & Conditions of Seller; or
f. Buyer violates the Terms & Conditions of Carrier; or
g. Buyer violates any Federal, State or local laws where use of the Services was instrumental in facilitating the illegal act; or
h. Buyer wrongfully fails to perform, or is in violation of an obligation, created by Buyer’s obtaining a Reservation and scheduling shipping of a Parcel per the terms of this Agreement.
2. Remedy for Buyer Breach: If the Buyer is in breach of any portion of this Agreement, the Seller, at Seller’s discretion, may take any of the following actions inclusive of, but not limited to:
a. cancel the Agreement; or
b. withhold services provided under The Package; or
c. cancel reservations made on Buyers behalf; or
d. recover damages for non-acceptance, repudiation or breach.
3. Liquidated Damages. The value of the liquidated damages shall be the full contract value, unless it is determined by a court of competent jurisdiction, that the measure of damages shall be the difference between the market price at the time and place for tender and the unpaid portion of the Agreement, together with any incidental damages, but less expenses saved in consequence of the Buyer’s breach.
H. Right to Resell
1. In the event that Buyer breaches this Agreement, Seller may resell or donate any scheduled Reservations, Services or Packages pending at the time of the breach, at public or private sale, and recover from Buyer, as liquidated damages, the difference between the purchase price of the pending scheduled Reservations, Services or Packages (plus compounded interest on such purchase price from due date thereof at 28% per annum) and the price obtained on resale or value thereof established at the time of donation, if the latter be less than the former; also all incidental losses and expenses, including salesman’s time and expenses and demurrage, storage, cartage, reassigning occupancy and any relevant additional charges. Resale anywhere in the usual course of Seller’s business and resale at any terminal market, or at or near destination, shall always be proper and the price received conclusive unless bad faith is clearly proven.
1. Default in the payment of any installment when due shall, at the option of the Seller, render the total purchase price at once due and payable or shall entitle the Seller to immediate cancellation of the Agreement. Any payments previously credited shall be retained by the Seller as damages, except as otherwise provided by law, time being hereby expressly made the essence of this Agreement.
J. No Oral Modifications
1. No oral agreements or modifications to this Agreement, express or implied, shall be valid. Any modifications or amendments to this Agreement are without force or effect unless such modifications or amendments are in written form and signed by both the Seller and Buyer.
K. Attorney’s Fees
1. In the event Buyer brings any legal action against the Seller, regardless of cause, Buyer agrees to indemnify and hold harmless the Seller for any and all liability or expenses and to reimburse Seller for any legal costs necessary to defend Seller from any legal action brought against Seller by the Buyer.
1. The parties agree that all disputes and claims relating to this Agreement shall be settled by arbitrators in accordance with the rules of the American Arbitration Association. Upon the written application by either Seller or Buyer for the hearing and adjudication of a dispute or claim, the recipient of the application will proceed with arbitration hearings. The parties agree to abide by and be bound by the decision and award of the arbitrators, and that a judgment may be entered in a court upon the award made in pursuance of this submission. Parties agree to split the costs of arbitration, accept that Buyer agrees to pay the costs of arbitration in the case that judgment is awarded in favor of Seller.
1. All disputes and matters related to this Agreement shall be governed by, and adjudicated in, the State of Georgia in accordance with the Terms & Conditions contained herein.
N. Digital Signature
1. The parties to this Agreement affirm that the digital signatures of the parties included in this Agreement, which signatures may include initials, a checkbox verification/confirmation or other relevant affirmations of self, are intended to authenticate this writing and that the digital signatures have the same force and legal effect as the use of manual signatures.
O. Complete Agreement and Implied Consent to Abide
1. This Agreement represents the entire understanding between the parties. Notwithstanding the presence of a Digital or other signature, Buyer’s decision to purchase and pay Seller for The Package constitutes Buyers acknowledgment of, and consent to, all of the terms and conditions of the Agreement, including, but not limited to, the limitations of liability described herein.
NOW, BY DIGITAL OR WRITTEN SIGNATURES AFFIXED HEREIN, the undersigned hereby acknowledges having reviewed the Terms & Conditions of this Agreement included herein, and certifies and agrees to this Agreement without limitation.
DATE SIGNED: ___________
(Buyer’s Printed Name)
(City, State, Zip Code)
(Buyer’s Phone Number)
(Buyer’s Email Address)
(Buyer’s User’s Name on ReptilesExpress.com)
Approved By: _______________________________________
DATE OF APPROVAL: ______________________________